CHILDRENS WONDERLAND INC
8-K, 2000-10-13
CHILD DAY CARE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                Date  of  Report   (date  of   earliest   event
                reported):
                                January 3, 2000



                           CHILDREN'S WONDERLAND, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)



         California               0-28270             95-4455341
         ----------               -------             ----------
          State of               Commission           IRS Employer
         Incorporation          File Number           I.D. Number



 c/o Vital Options, 15060 Ventura Blvd., Suite 211,  Sherman  Oaks,  CA 91403
 ----------------------------------------------------------------------------
                    Address of principal executive offices


                  Registrant's telephone number: (805) 988-4746
                                                 --------------
236405.1
<PAGE>



Item 4.    Changes in Registrant's Certifying Accountant


                  (a) Children's  Wonderland,  Inc. (the "Company") has selected

the firm of  Richard  A.  Eisner &  Company,  LLP  ("Eisner")  as the  Company's

independent  auditors.  The firm of  Deloitte  & Touche  LLP  ("Deloitte")  last

audited the financial statements of the Company in connection with the Company's

filing of its Annual  Report on Form  10-KSB for the fiscal  year ended June 30,

1996 and last  reviewed the  financial  statements  of the Company in connection

with the Company's filing of its Quarterly Report on Form 10-QSB for the quarter

ended March 31, 1997.


                   (b) Deloitte had served as the Company's independent auditors

from  the  time  of the  Company's  initial  public  offering  in May  1996  and

effectively  stopped serving as the Company's  auditors in or about August 1997.

Between the time  Deloitte  stopped  serving as the  Company's  auditors and the

Company's  appointment of Eisner, the Company had no independent  auditors.  The

purpose of the  Company's  appointment  of its new  independent  auditors was to

facilitate  the  completion  of the  Company's  past due Annual  Reports on Form

10-KSB and other reports under the Securities Exchange Act of 1934.


                  (c) During the period  Deloitte  was  retained by the Company,

the Company had no  disagreements  (within the meaning of  Instruction 4 of Item

304 of Regulation  S-K) with Deloitte as to any matter of accounting  principles

or practices, financial statement disclosure, or auditing scope or procedure and

there have been no reportable events (as defined in Item 304 of Regulation S-K).






236405.1
                                      2
<PAGE>








                  (d) The Company has not  consulted  with Eisner  regarding the

application of accounting  principles to a specified  transaction or the type of

audit  opinion  that might be rendered  on the  Company's  financial  statements

during the two most recent fiscal years through the present.


                  (e) A letter  of  Deloitte  addressed  to the  Securities  and

Exchange  Commission  is  included  as Exhibit 16 to this Form 8-K.


                  (f)  The  appointment  of the  new  independent  auditors  was

approved by the Board of Directors of the Company as of January 3, 2000.


Item 7.    Exhibits
           --------

                  (c) Exhibits

                           Number              Description
                           ------              -----------
                            16          Letter of  Deloitte & Touche  LLP to
                                        the Securities and Exchange Commission
                                        pursuant to the  requirements  of  Item
                                        304(a)(3) of Regulation S-K

















236405.1

                                     3

<PAGE>








                                   SIGNATURES
                                   ----------



         Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.

 Dated:  October 6, 2000


                                              CHILDREN'S WONDERLAND, INC.



                                           By:   /s/  John R. Clarke
                                            ------------------------------------
                                                      John R. Clarke,
                                            Chairman and Chief Executive Officer

























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